REG - Insig AI Plc - Disposal, Loan Conversion, New Project Win & TVR

Insig AiAnnouncement

15/11/2023 07:00

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RNS Number : 4627T  Insig AI Plc  15 November 2023

The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018.  Upon the publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

15 November 2023

Insig AI plc

("Insig AI" or the "Company")

Disposal, Conversion of Convertible Loan and Related Party Transactions, New
Project Win and Total Voting Rights

Insig AI plc (AIM: INSG), the data science and machine learning group, is
pleased to announce the disposal of its legacy subsidiaries, Sport in Schools
Limited ("Sport in Schools") and The Elms Group Limited ("Elms Group") for a
total consideration of £500,000 (the "Disposal"), as well as a new project
win.

Disposal of Sports in Schools Limited and The Elms Group Limited

On 14 November 2023, the Company's 85.87% owned subsidiary, Pantheon Leisure
plc ("Pantheon"), entered into a sale agreement for Sports in Schools and Elms
Group with Haygreen Limited for a total cash consideration payable of
£300,000 (the "Cash Consideration"). Haygreen Limited is a newly incorporated
company wholly owned by Jason O'Connor, a current director of Sports in
Schools.

Sports in Schools generated a profit before tax of approximately £31,000
during the year ended 31 March 2023 whilst Elms Group generated a loss before
tax of approximately £12,000 during the same period.

Pursuant to the Disposal and in addition to the Cash Consideration, Sports in
Schools has declared a dividend payable to Patheon of approximately £262,000
of which approximately £210,000 will be used by Pantheon to partially settle
an intra-group loan provided by Insig AI plc. The remaining £52,000 will be
used by Pantheon to fully settle an intra-group loan directly with Sport in
Schools.

Insig AI will use the Cash Consideration  for general working capital
purposes.

As previously announced on 12 September 2022, Richard Bernstein entered into a
convertible loan agreement with the Company for a total consideration of
£0.75 million, secured against the ordinary shares of Westside Sports Limited
owned by the Company, which had interests in Ultimate Player Limited, Pantheon
Leisure plc, Sports in Schools Limited and The Elms Group Limited. Upon
completion of the Disposal, Richard Bernstein has agreed to revise the terms
of the Convertible Loan including releasing the security held over West Sports
Limited.

Related Party Transactions

The Disposal to Haygreen Limited, a company controlled by a related party of
the Company will constitute a related party transaction under the AIM Rules.
Under AIM Rule 13, all the directors of Insig AI (the "Directors") are
considered to be independent in respect of the Disposal. Having consulted with
the Company's nominated adviser, the Directors consider that the terms of the
Disposal are fair and reasonable insofar as the Company's shareholders are
concerned.

Following the Disposal, the Company and Mr Bernstein have agreed to revised
terms for the Convertible Loan which includes the release of security over
Westside Sports Limited and a new conversion price of 20.0 pence per ordinary
share of 1 pence each in the Company ("Ordinary Share"), being a 21.2 per
cent. premium to the closing price on 14 November 2023. The Directors
(excluding Richard Bernstein), having consulted with Zeus Capital Limited, the
Company's nominated adviser, consider that the terms of the Convertible Loan
are fair and reasonable insofar as the Company's shareholders are concerned.

Conversion of Convertible Loan and Total Voting Rights

The Company has also received notice from Richard Bernstein to convert the
current balance of the Convertible Loan, being £785,076 (inclusive of accrued
interest) into 3,925,380 Ordinary Shares at a conversion price of 20.0 pence
per ordinary share (the "Conversion").

Following the Conversion, Mr Bernstein will be interested in 19,925,380
Ordinary Shares in the Company which equates to 18.4% of the total voting
rights of the Company.

As a result of the Conversion, an application has been made to the London
Stock Exchange for admission of the 3,925,380 Ordinary Shares to trading on
AIM ("Admission"). It is expected that Admission will become effective on 21
November 2023.

Following Admission, the total number of Ordinary Shares in issue will be
109,601,025. The Company currently holds 1,205,888 Ordinary Shares in
treasury. As such, the total number of voting rights in the Company will be
108,395,137.

The above figure may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the FCA's Disclosure and Transparency Rules.

New project win

The Company is also pleased to announce that it has entered into a commitment
to provide a scalable and automated solution to a US and European based
provider of Collateralised Loan Obligations and structured credit products
with assets under management of more than £3 billion.

The commitment of work is for an initial sum of £60,000 to commence
immediately, with the opportunity for further follow-on projects. Insig AI
will provide a central database allowing for the development and application
of machine learning methods. The commitment of work also involves integrating
Insig AI's data analytics software into the launch of a potential new fund,
which could provide longer term recurring revenue streams for the Company.

 

Executive Chairman, Richard Bernstein commented: "We are pleased to have
disposed of the legacy business at a multiple of more than 25 times historic
pre-tax profits. This enables us to fully focus on our machine learning
capabilities. In addition, whilst an initial £60,000 customer commitment is
welcome, we're excited to now have the opportunity to substantially develop
and deepen this new client relationship."

 

 

 

-END-

 Insig AI plc

 Colm McVeigh, CEO

 Zeus (Nominated Adviser & Broker)       +44 (0) 203 829 5000

 David Foreman / James Hornigold

 

Notification and public disclosure
of transactions by persons discharging managerial
responsibilities and persons closely associated with them:

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Richard Bernstein

 2    Reason for the notification

 a)   Position/status                                              Executive Chairman

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Insig AI plc

 b)   LEI                                                          21380098CKBAG1NWCD98

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each

      Identification code                                          GB00BYV31355

 b)   Nature of the transaction                                    Conversion of convertible loan facility

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     20.0 pence        3,925,380

 d)   Aggregated information                                       N/A single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      14 November 2023

 f)   Place of the transaction                                     London Stock Exchange

 

 

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